The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, are: TribuneCompany (0355); 435 Production Company (8655); 5800 Sunset Productions Inc. (5510); Baltimore Newspaper Networks, Inc. (8258); CaliforniaCommunity News Corporation (5306); Candle Holdings Corporation (5626); Channel 20, Inc. (7399); Channel 20, Inc. (7399); Channel 39, Inc.(5256); Channel 40, Inc. (3844); Chicago Avenue Construction Company (8634); Chicago River Production Company (5434); Chicago TribuneCompany (3437); Chicago Tribune Newspapers, Inc. (0439); Chicago Tribune Press Service, Inc. (3167); ChicagoLand Microwave Licensee, Inc.(1579); Chicagoland Publishing Company (3237); Chicagoland Television News, Inc. (1352); Courant Specialty Products, Inc. (9221); Direct MailAssociates, Inc. (6121); Distribution Systems of America, Inc. (3811); Eagle New Media Investments, LLC (6661); Eagle Publishing Investments,LLC (6327); forsalebyowner.com corp. (0219); ForSaleByOwner.com Referral Services, LLC (9205); Fortify Holdings Corporation (5628); ForumPublishing Group, Inc. (2940); Gold Coast Publications, Inc. (5505); GreenCo., Inc. (7416); Heart & Crown Advertising, Inc. (9808); HomeownersRealty, Inc. (1507); Homestead Publishing Co. (4903); Hoy, LLC (8033); Hoy Publications, LLC (2352); InsertCo, Inc. (2663); Internet ForeclosureService, Inc. (6550); JuliusAir Company, LLC (9479); JuliusAir Company II, LLC; KIAH, Inc. (4014); KPLR, Inc. (7943); KSWB Inc. (7035); KTLAInc. (3404); KWGN Inc. (5347); Los Angeles Times Communications LLC (1324); Los Angeles Times International, Ltd. (6079); Los Angeles Times Newspapers, Inc. (0416); Magic T Music Publishing Company (6522); NBBF, LLC (0893); Neocomm, Inc. (7208); New Mass. Media, Inc. (9553);new River Center Maintenance Association, Inc. (5621); Newscom Services, Inc. (4817); Newspaper Readers Agency, Inc. (7335); North MichiganProduction Company (5466); North Orange Avenue Properties, Inc. (4056); Oak Brook Productions, Inc. (2598); Orlando Sentinel CommunicationsCompany (3775); Patuxnet Publishing Company (4223); Publishers Forest Brook Productions, Inc. (2598); Sentinel Communications News Ventures,Inc. (2027); Shepard’s Inc. (7931); Signs of Distinction, Inc. (3603); Southern Connecticut Newspapers, Inc. (1455); Star Community PublishingGroup, Inc. (5612); Stemweb, Inc. (4276); Sun-Sentinel Company (2684); The Baltimore Sun Company (6880); The Daily Press, Inc. (9368); TheHartford Courant Company (3490); The Morning Call, Inc. (7560); The Other Company LLC (5337); Times Mirror Land and Timber Company(7088); Times Mirror Payroll Processing Company, Inc. (4227); Times Mirror Services Company, Inc. (1326); TMLH 2, Inc. (0720); TMLS I, Inc.(0719); TMS Entertainment Guides, Inc. (6325); Tower Distribution Company (9066); Towering T Music Publishing Company (2470); TribuneBroadcast Holdings, Inc. (4438); Tribune Broadcasting Company (2569); Tribune Broadcasting Holdco, LLC (2534); Tribune Broadcasting News Network, Inc. (1088); Tribune California Properties, Inc. (1629); Tribune Direct Marketing, Inc. (1479); Tribune Entertainment Company (6232);Tribune Entertainment Production Company (5393); Tribune Finance, LLC (2537); Tribune Finance Service Center, Inc. (7844); Tribune License,Inc. (1035); Tribune Los Angeles, Inc. (4522); Tribune Manhattan Newspaper Holdings, Inc. (7279); Tribune Media Net, Inc. (7847); Tribune MediaServices, Inc. (1080); Tribune Network Holdings Company (9936); Tribune New York Newspaper Holdings, LLC (7278); Tribune NM, Inc. (9939);Tribune Publishing Company (9720); Tribune Television Company (1634); Tribune Television Holdings, Inc. (1630); Tribune Television NewOrleans, Inc. (4055); Tribune Television Northwest, Inc. (2975); ValuMail, Inc. (9512); Virginia Community Shoppers, LLC (4025); Virginia GazetteCompanies, LLC (9587); WATL, LLC (7384); WCWN LLC (5982); WDCW Broadcasting, Inc. (8300); WGN Continental Broadcasting Company(9530); WLVI Inc. (8074); WPIX, Inc. (0191); and WTXX Inc. (1268). The Debtors’ corporate headquarters and the mailing address for each Debtor is 435 North Michigan Avenue, Chicago, Illinois 60611.

1UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE:

In re

Chapter 11:TRIBUNE COMPANY,

et al.

:Case Number 08-13141 (KJC)

Debtors. (Jointly Administered):

Hearing Date: February 20, 2009 at 10:00 A.M.Objection Deadline: February 16, 2009 at 5:00 P.M.

OBJECTION OF THE UNITED STATES TRUSTEE TO THE APPLICATION FOR ANORDER AUTHORIZING DEBTORS TO EMPLOY AND RETAIN LAZARD FRÈRES &CO. LLC AS INVESTMENT BANKER AND FINANCIAL ADVISOR PURSUANT TO 11U.S.C. §§ 327(a), 328(a) AND 1107,

NUNC PRO TUNC

TO THE PETITION DATE ANDREQUEST TO CONTINUE THE HEARING ON THE APPLICATION PENDINGCOMPLETION OF DISCOVERY(DOCKET ENTRY # 147)

The U.S. Trustee forwarded an informal discovery request to the Debtors and Lazard on January 14, 2009. Theinformal discovery request related to Lazard’s February, 2008 engagement by the Chicago Sun-Times. While the U.S.Trustee received certain documents from Lazard in response to that request, the response was not complete. Further,the U.S. Trustee did not receive a response to that request from the Debtors.

2In support of her objection to the application for an order authorizing the Debtors to employand retain Lazard Frères & Co. LLC (“Lazard”) as investment banker and financial advisor pursuantto 11 U.S.C. §§ 327(a), 328(a) and 1107,

nunc pro tunc

to the Petition Date (the “Application”) andher request to continue the hearing on the Application pending completion of discovery, Roberta A.DeAngelis, Acting United States Trustee for Region 3 ("U.S. Trustee"), by and through her counsel,avers:

PRELIMINARY STATEMENT

Lazard failed to disclose its recent strategic advisory engagement by the Sun-Times MediaGroup, Inc. (the “Chicago Sun-Times”). In February, 2008, Lazard was engaged by the StrategicAlternatives Review Committee of the Chicago Sun-Times’ Board of Directors to assist the companyin its “evaluation of the Company’s strategic alternatives to enhance shareholder value.”Additionally, in November, 2003 Lazard was employed by the Chicago Sun-Times (formerly knownas Hollinger International, Inc.) in connection with its restructuring efforts. Governing authority provides that negligent and/or unintentional failures to disclose are grounds for denial of anemployment request. Lazard’s failure to disclose its connections with the Chicago Sun-Times wasknowing and willful. Second, to the extent that Lazard advised the Chicago Sun-Times post- petition, Lazard may have a disqualifying conflict of interest and/or not be a “disinterested person”under 11 U.S.C. §§ 327(a) and 101(14)(C). The U.S. Trustee intends to conduct discovery toexplore the disclosure, conflict and disinterestedness issues. Third, the Debtors/Lazard propose

3several unreasonable terms/conditions of employment which are discussed in further detail below.

INTRODUCTION

1. Under (i) 28 U.S.C. § 1334, (ii) (an) applicable order(s) of the United States DistrictCourt for the District of Delaware issued pursuant to 28 U.S.C. § 157(a), and (iii) 28 U.S.C. §157(b)(2), this Court has jurisdiction to hear and determine the Application.2. Under 28 U.S.C. § 586(a)(3)(I), the U.S. Trustee is charged with monitoringapplications filed under 11 U.S.C. § 327 "and, whenever the United States trustee deems it to beappropriate, filing with the court comments with respect to the approval of such applications." TheU.S. Trustee has a corresponding duty to review applications filed under 11 U.S.C. § 1103.

See, e.g., In re Calabrese

, 173 B.R. 61 (Bankr. D. Conn. 1994). These duties are part of the U.S. Trustee’sresponsibility to enforce the laws as written by Congress and interpreted by the courts.

See United States Trustee v. Columbia Gas Sys., Inc. (In re Columbia Gas Sys., Inc.)

, 33 F.3d 294, 295-96 (3dCir. 1994) (noting that U.S. Trustee has "public interest standing" under 11 U.S.C. § 307 which goes beyond mere pecuniary interest);

Morgenstern v. Revco D.S., Inc. (In re Revco D.S., Inc.)

, 898 F.2d498, 500 (6 Cir. 1990) (describing the U.S. Trustee as a "watchdog").

3. Under 11 U.S.C. § 307, the U.S. Trustee has standing to be heard on the Application.

GROUNDS/BASIS FOR RELIEF

Lazard Failed to Disclose its Connections with the Chicago Sun-Times in Violation of Federal Ruleof Bankruptcy Procedure 2014(a)

4. On February 15, 2008, the Chicago Sun-Times announced that the StrategicAlternatives Review Committee of its Board of Directors hired Lazard “to assist the Company in itsevaluation of the Company’s strategic alternatives to enhance shareholder value.” The Chicago Sun-